Terms of Use

1Relevant Definitions

• Merchant: A business that connects a storefront and uses the Service to source and fulfill products.
• Supplier: An independent third-party provider that lists products and fulfills orders through the marketplace.
• Customer: The end consumer purchasing from a Merchant.
• Order Data: Information related to customer purchases, shipping, and fulfillment.
• Marketplace: The open directory where Suppliers may offer products and services.
• Service: DS-Mate's automation tools, marketplace, integrations, and related technology.
• User: Means collectively or separately the Merchant, Supplier, or Customer.

2Platform Integrations; Merchant Authorization

The Services may allow Merchants to connect third-party commerce platforms (including Shopify, AWS and similar providers) to enable automation, order routing, and data synchronization.

By initiating a platform connection, Merchant acknowledges and agrees that:

• Merchant must install or authorize the DS-Mate integration through the applicable third-party platform.
• Merchant will be presented with an authorization interface identifying the specific permissions (“scopes”) required for DS-Mate to access and process Store Data and Order Data in order to provide the Services.
• Merchant's approval constitutes express authorization for DS-Mate to access, retrieve, transmit, and process such data solely as necessary to operate the Services in accordance with Merchant's configuration.
• Following authorization, DS-Mate may obtain and securely store access credentials (including access tokens) associated with the Merchant's store account and granted scopes.
• DS-Mate may register webhooks or similar automated event notifications (including order creation, product updates, or inventory changes) to maintain real-time synchronization and enable fulfillment workflows.
• DS-Mate may conduct an initial and ongoing synchronization of Store Data, including product catalogs, inventory, and order information, as permitted by Merchant and required to provide the Services.
• DS-Mate sets up the supplier accounts that Merchant may access through its platform. DS-Mate maintains the account for security and maintenance purposes only.
• Merchant may revoke access or disconnect integrations at any time through the platform provider or through DS-Mate, subject to applicable retention and operational requirements.

DS-Mate acts solely as a technology service provider and does not assume responsibility for the underlying commerce platform's availability, API performance, or third-party actions.

Merchant acknowledges that third-party platform providers control their own systems and permissions, and DS-Mate is not responsible for interruptions, errors, or changes in third-party APIs or platform functionality.

3Eligibility and Accounts

By creating an Account, you represent that you are eighteen (18) years or older and are not barred from using the Services under applicable law. You will be required to provide certain information as prompted by the registration form on the Site. You represent that: (a) all required registration information is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) that the individual completing the registration for an Account and selecting a subscription is authorized to register an Account and enter into this Terms on behalf of the Merchant or Supplier as the case maybe.

The Account should be yours – don't use the Services under the name of another person with the intent to impersonate that person, or use a username that is subject to the rights of another person without appropriate authorization. You must be a human to use the Services and an automated account is not allowed. This policy also applies beyond Account creation to the general use of the Services. “Robot” (or automatic) activity is not allowed.

We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading, or to reclaim any username that you create through the Services that violates our Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of the Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from any use of the Account or the failure to comply with the above requirements.

4Merchant Terms

If you use the Service as a Merchant, you agree specifically to the following:

5Supplier Terms (Marketplace)

If you use the Service as a Supplier, you agree to the following:

6Fees and Payment Processing

7Privacy and Data Processing

The Services is subject to and governed by our Privacy Notice.

Merchants retain management and ownership of Customer data in accordance with its stated policies. The Order Data provided to DS-Mate is only to provide automation and fulfillment routing.

Suppliers process Customer data only as necessary to fulfill orders.

8Intellectual Property

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicenseable license to access and view our content (the “DS-Mate's Content”) solely in connection with your permitted use of the Services.

All Users (Merchant, Supplier, and Customer) acknowledge that all of DS-Mate's Content available on the Site or through the Services, including all intellectual property rights, copyrights, patents, trademarks, and trade secrets in such material or content are owned by DS-Mate (or the Company's licensors). For purposes of these terms, the DS-Mate's Content includes the underlying software, code, data, and the look and feel of the Site and each other portion of the Site and element of the Services. Software and automation systems, the marketplace infrastructure, associated branding and trademarks.

The provision of the Services does not transfer to Supplier, Merchant or Customer or any third party any rights, title or interest in or to such intellectual property rights. The Company (or its licensors) reserve all rights not granted in this Terms.

You have the right to view and access the Content. However, you may not copy, borrow, modify, or otherwise reproduce, and must immediately cease using, copying, borrowing, modifying, or otherwise reproducing any site and screen layouts, arrangements and themes provided through this Service. The rights granted in these Terms are subject to the following additional restrictions: (a) Users may not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (b) Users may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) Users may not access the Services in order to build a similar or competitive service; (d) use the Services or the Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and (e) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to the functionality of the Services will be subject to these Terms. All copyright and other proprietary notices on any Services content must be retained on all copies thereof.

9Merchant and Supplier Content

As between DS-Mate and the applicable Merchant or Supplier, the user retains ownership of their User Content. However, by submitting User Content through the Services, you grant DS-Mate a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, distribute, and use such User Content solely as necessary to:

• Operate and provide the Services
• Display marketplace listings
• Fulfill merchant orders and supplier routing
• Improve platform functionality and compliance

You represent and warrant that you have all rights necessary to grant this license.

10Links and Advertisements of Third Party Websites or Resources

The Services may contain links to or advertisements of third-party websites (that are not affiliated with you or other Users) or resources. We are not responsible for the content, products or services on or available from those advertisements, websites, resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

11Termination

We may terminate your access to and use of the Services and Account at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, limitations of liability, and dispute resolution provisions.

You may stop using the Service at any time.

Termination may result in loss of access to listings, integrations, or transaction history. No refunds or pro-rated amounts are issued in the event of termination, discontinuation or cancellation.

12Disclaimers

The Services and Content are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any listings.

Further, DS-Mate makes no warranties regarding (a) Supplier fulfillment performance; (b) Inventory accuracy; (c) Merchant profitability; or (d) Marketplace outcomes.

13Limitation of Liability

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL DS-MATE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CAUSE OF ACTION, OR ONE THOUSAND DOLLARS ($1000), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.

ACCESS TO, AND USE OF, THE SERVICES ARE AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER AND CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

14Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless DS-Mate, Inc. (“DS-Mate”), and its affiliates, and each of their respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, the “DS-Mate Parties”), from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Services, including any activities conducted through your account;
• Your violation of these Terms or any applicable law, rule, or regulation;
• Your infringement, misappropriation, or violation of any third-party right, including intellectual property, privacy, publicity, confidentiality, or proprietary rights;
• Any products, services, listings, content, or materials that you offer, sell, distribute, or fulfill through the Services, including claims relating to product defects, product liability, mislabeling, recalls, regulatory noncompliance, or consumer protection violations;
• Any dispute or claim between you and another user, including between Merchants and Suppliers, or between Merchants and Customers;
• Your User Content, User Data, or business information, including any allegation that such information is inaccurate, misleading, unlawful, or caused harm to any third party;
• Any misuse, unauthorized disclosure, or improper processing of Customer personal information by you or your personnel, including violations of privacy or data protection laws.

If you use the Services as a Merchant, you further agree to indemnify DS-Mate Parties from and against any claims arising out of or relating to:

• Your storefront sales, advertising, and customer-facing representations;
• Customer complaints, chargebacks, refund disputes, or consumer claims;
• Your selection or use of Suppliers, including fulfillment failures or delivery issues;
• Your failure to comply with tax, consumer protection, or privacy obligations.

If you use the Services as a Supplier, you further agree to indemnify the DS-Mate Parties from and against any claims arising out of or relating to:

• Defective, unsafe, counterfeit, or illegal products supplied or fulfilled by you;
• Fulfillment errors, shipping delays, inventory misrepresentation, or failure to perform;
• Misuse of Customer order information or unauthorized Customer contact;
• Regulatory violations related to product safety, labeling, import/export, or restricted goods.

Defense and Control of Claims

DS-Mate reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree to:

• Cooperate fully with DS-Mate in the defense of any such claim;
• Provide reasonable assistance, information, and authority as requested;
• Not settle any claim without DS-Mate's prior written consent, which shall not be unreasonably withheld.

DS-Mate will use commercially reasonable efforts to notify you of any claim for which indemnification is sought, provided that failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent materially prejudiced.

This indemnification obligation shall survive any termination or expiration of these Terms and your use of the Services.

15Governing Law and Dispute Resolution

This Terms of Use and access to our services shall be governed by the laws of the State of Washington.

We prefer to resolve things amicably when possible; therefore, you agree to the following dispute resolution policy in connection with any potential claims or disputes arising from your use of the Application. Start by notifying us of your dispute by sending a notice to the contact email address listed above.

• Informal Negotiations: Parties to a dispute concerning the Terms, the Privacy Policy, or the use of the Services will attempt to informally negotiate a potential settlement or resolution to the dispute;
• Arbitration: In the event that informal negotiations are unsuccessful, the parties agree to follow the arbitration procedures set forth by the American Arbitration Association (AAA) to resolve the dispute.
• Binding Arbitration: If for any reason arbitration is unsuccessful or unavailable to the parties, parties agree to submit to binding arbitration in the jurisdiction of the State of Washington. Each of us is responsible for paying our own filing, administrative and arbitrator fees. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

16Changes to Terms

We may modify the Terms and our Services at any time, in our sole discretion. If we do so, we may let you know by email or by posting notice on the Site. It's important that you review the Terms whenever we modify them because continuing to use the Services after we have posted modified Terms on the Site indicates to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then please discontinue use of the Services immediately. Because our Services are evolving over time we may change or discontinue all or any part of the Services at any time, and without notice to you, at our sole discretion.

17Feedback

We welcome feedback, comments, and suggestions for improvements to the Services. You can submit feedback by emailing us at the contact email listed above. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the feedback for any purpose.

18Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between DS-Mate and any User. These Terms supersede and replace any and all prior oral or written understandings or agreements between us. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by us (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

19Electronic Communications

The communications between Users and the Company use electronic means, including email, any live chat feature or messaging on the Site, and or posting and notifications to the Account. For contractual purposes, User (a) consents to receive communications from the Company in electronic form and (b) agrees that all terms and conditions, Terms, notices, disclosures, and other communications that the Company provides to User electronically satisfies any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect User's non-waivable rights.

20Contact

Questions may be directed to:

DS-Mate, Inc.
Email: support@ds-mate.com
Address: 522 W Riverside AVE STE N, Spokane WA, 99201-0581